New York § 2-208 Course of Performance or Practical Construction

New York Statutes

§ 2-208 — Course of Performance or Practical Construction

New York § 2-208

Law UCCUniform Commercial Code

Part 2Form, Formation and Readjustment of Contract

Art. 2Sales

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Bluebook

N.Y. Uniform Commercial Code § 2-208 (2026).

Text

Section 2--208. Course of Performance or Practical Construction.\n  (1) Where the contract for sale involves repeated occasions for\nperformance by either party with knowledge of the nature of the\nperformance and opportunity for objection to it by the other, any course\nof performance accepted or acquiesced in without objection shall be\nrelevant to determine the meaning of the agreement.\n  (2) The express terms of the agreement and any such course of\nperformance, as well as any course of dealing and usage of trade, shall\nbe construed whenever reasonable as consistent with each other; but when\nsuch construction is unreasonable, express terms shall control course of\nperformance and course of performance shall control both course of\ndealing and usage of trade (Section 1--205).\n  (3) 

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Section 2--208. Course of Performance or Practical Construction.\n (1) Where the contract for sale involves repeated occasions for\nperformance by either party with knowledge of the nature of the\nperformance and opportunity for objection to it by the other, any course\nof performance accepted or acquiesced in without objection shall be\nrelevant to determine the meaning of the agreement.\n (2) The express terms of the agreement and any such course of\nperformance, as well as any course of dealing and usage of trade, shall\nbe construed whenever reasonable as consistent with each other; but when\nsuch construction is unreasonable, express terms shall control course of\nperformance and course of performance shall control both course of\ndealing and usage of trade (Section 1--205).\n (3) Subject to the provisions of the next section on modification and\nwaiver, such course of performance shall be relevant to show a waiver or\nmodification of any term inconsistent with such course of performance.\n